Exhibit  4.2
                                    RESTATED
                           CERTIFICATE OF DESIGNATION

                      SERIES C CONVERTIBLE PREFERRED STOCK
                                       for
                             FORCE PROTECTION, INC.

         FORCE  PROTECTION,  INC.,  a  Colorado  corporation  (the  "Company"),
pursuant  to  the  Colorado  Business  Act,  does  hereby  make  this  Restated
Certificate  of  Designation,  and  the  undersigned,  being  an  officer of the
Corporation  does  hereby  certify that the following Resolutions have been duly
adopted  by  the  Corporation  and  are  in  full  force  and  effect

         RESOLVED, that, pursuant to Article Third, Section B of the Articles of
Incorporation  of  the  Company,  the  Board  of Directors hereby authorizes the
issuance  of,  and  fixes  the  designation  and  preferences  and  relative,
participating,  optional,  and  other  special  rights,  and  qualifications,
limitations  and  restrictions, of a series of Preferred Stock consisting of One
Hundred  Fifty  (150)  shares,  without  par  value,  to be designated "Series C
Convertible  Preferred  Stock"  (the  "Series  C  Stock").

         RESOLVED,  that  each share of the Series C Stock shall rank equally in
all  aspects  and  shall  be  subject  to  the  following  terms and provisions:

         1.  Preference  on  Liquidation.  In  the  event  of  any  voluntary or
involuntary  liquidation,  distribution  of  assets  (other  than the payment of
dividends),  dissolution or winding-up of the Company, Series C Stock shall have
preferential  rights  to Series B Convertible Preferred Stock ("Series B Stock")
whereby  Series  C Stock shall get a one hundred and fifty percent (150%) return
on  its  capital,  after  which  time  Series  B  Stock and Series C Stock shall
participate, on a pro rata basis, based on the number of shares of the Company's
common stock (the "Common Stock") into which the Series B Stock and the Series C
Stock  are  convertible  at the time of the liquidation, distribution of assets,
dissolution  or  winding-up.

         2.       Voting  Rights.  Actions  Requiring Separate Votes of Series C
Stock.  For  so long as shares of Series C Stock remain outstanding, in addition
to  any  other  vote  or  consent required herein or by law, the vote or written
consent  of the holders of a majority of the outstanding Series C Stock shall be
necessary  for  effecting  or  validating  the  following  actions:

     (a)  Any  amendment, alteration, or repeal of any provision of the Articles
of  Incorporation  or  Bylaws  of  the  Corporation  or  any  other  action that
materially  and  adversely  alters or changes the voting powers, preferences, or
other  special  rights  or privileges, or restrictions of the Series C Stock; or

     (b)  Any  increase  in  the  authorized number of shares of Series C Stock.


         3.       Conversion.  The  holders of the Series C Stock shall have the
following  rights  with  respect  to  the  conversion of the Series C Stock into
shares  of  Common  Stock  (the  "Conversion  Rights"):

         (a)  Conversion.  Subject  to  and in compliance with the provisions of
this  Section 3, any shares of Series C Stock may, at any time, at the option of
the  holder,  be  converted  into fully paid and non-assessable shares of Common
Stock  (a "Conversion").   Each 10 shares of Series C stock shall be convertible
into  two  percent (2%) of the Company's common stock outstanding at the time of
conversion.

                  (b) Mechanics of the Conversion. Upon a Conversion, the holder
of  Series  C  Stock  shall surrender the applicable certificate or certificates
therefore, duly endorsed, at the office of the Company or any transfer agent for
the  Series  C  Stock,  and  shall  give  written  notice to the Company, of the
Conversion  and  the  number  of  shares  of  Series  C  Stock  being converted.
Thereupon,  the  Company  shall  promptly  issue  and  deliver  to such holder a
certificate  or  certificates  for the number of shares of Common Stock to which
such  holder  is entitled. A Conversion shall be deemed to have been made at the
close  of  the  first business day after the date both notice has been given and
the  applicable  share  certificate  or  certificates have been delivered to the
Company,  provided,  however,  if the foregoing occurs on a business day, before
the  close  of  business, the Conversion shall be deemed to have occurred at the
close  of  business  on that day (the "Conversion Date"). The person entitled to
receive  the  shares of Common Stock issuable upon a Conversion shall be treated
for  all  purposes  as  the record holder of such shares of Common Stock on such
date.

                  (c)  Adjustment  for  Reclassification,  Exchange  and
Substitution.  If  at  any  time  or  from  time  to time after the Common Stock
issuable upon the conversion of the Series C Stock is changed into the same or a
different  number  of  shares  of  any  class  or  classes  of stock, whether by
recapitalization,  reclassification  or  otherwise  (other  than  a  transaction
provided  for  elsewhere  in  this  Section 3), in any such event each holder of
Series  C  Stock  shall have the right thereafter to convert such stock into the
kind  and amount of stock and other securities and property receivable upon such
recapitalization,  reclassification  or  other  change by holders of the maximum
number  of shares of Common Stock into which such shares of Series C Stock could
have been converted immediately prior to such recapitalization, reclassification
or  change, all subject to further adjustment as provided herein or with respect
to  such  other  securities  or  property  by  the  terms  thereof.

                  (d)  Reorganizations,  Mergers,  Consolidations  or  Sales  of
Assets.  If  at  any time or from time to time after the date of issuance of the
Series  C  Stock,  there  is a capital reorganization of the Common Stock (other
than  a transaction provided for elsewhere in this Section 3), as a part of such
capital  reorganization,  provision  shall  be  made  so that the holders of the
Series  C  Stock  shall thereafter be entitled to receive upon conversion of the
Series  C Stock the number of shares of stock or other securities or property of
the  Company  to  which  a  holder  of  the  number  of  shares  of Common Stock
deliverable  upon  conversion  would  have  been  entitled  on  such  capital
reorganization,  subject to adjustment in respect of such stock or securities by
the  terms  thereof.

                  (e) Notices of Record Date. Upon (i) any taking by the Company
of  a  record  of  the  holders  of  any  class of securities for the purpose of
determining  the  holders  thereof  who  are entitled to receive any dividend or
other  distribution,  or (ii) any sale of the Company, capital reorganization of
the  Company,  any  reclassification or recapitalization of the capital stock of
the Company, or any voluntary or involuntary dissolution, liquidation or winding
up  of  the  Company, the Company shall mail to each holder of Series C Stock at
least  twenty  (20)  days  prior  to  the record date specified therein a notice
specifying  (A) the date on which any such record is to be taken for the purpose
of  such  dividend  or  distribution  and  a  description  of  such  dividend or
distribution,  (B)  the  date  on  which  any  such  sale  of  the  Company,
reorganization,  reclassification, recapitalization, dissolution, liquidation or
winding up is expected to become effective, and (C) the date, if any, that is to
be  fixed as to when the holders of record of Common Stock (or other securities)
shall be entitled to exchange their shares of Common Stock (or other securities)
for  securities  or  other  property  deliverable upon such sale of the Company,
reorganization,  reclassification, recapitalization, dissolution, liquidation or
winding  up.

                  (f)      Fractional  Shares.  Any  fractional  share of Common
Stock resulting from the conversion of the Series C Stock shall be rounded up to
the  nearest  whole  share.

                  (g) Reservation of Stock Issuable Upon Conversion. The Company
shall at all times reserve and keep available out of its authorized but unissued
shares  of  Common  Stock, solely for the purpose of effecting the conversion of
the  shares  of the Series C Stock, such number of its shares of Common Stock as
shall  from  time  to  time  be  sufficient  to  effect  the  conversion  of all
outstanding  shares  of  the  Series  C  Stock.  If  at  any  time the number of
authorized but unissued shares of Common Stock shall not be sufficient to effect
the conversion of all then outstanding shares of the Series C Stock, the Company
will  take  such  corporate  action  as  may,  in the opinion of its counsel, be
necessary to increase its authorized but unissued shares of Common Stock to such
number  of  shares  as  shall  be  sufficient  for  such  purpose.

                  (h)  Notices.  Any  notice  required by the provisions of this
Section  3  shall  be in writing and shall be deemed effectively given: (i) upon
personal delivery to the party to be notified, (ii) when sent by confirmed telex
or facsimile if sent during normal business hours of the recipient; if not, then
on  the  next  business  day,  (iii)  three  (3)  days after having been sent by
registered or certified mail, return receipt requested, postage prepaid, or (iv)
one  (1)  day  after  deposit  with  a  nationally recognized overnight courier,
specifying  next day delivery, with written verification of receipt. All notices
shall  be  addressed  to  each  holder  of  record at the address of such holder
appearing  on  the  books  of  the  Company.

                  (i)  No  Impairment. The Company will not, by amendment of its
Articles  of  Incorporation  or  through  any  reorganization, recapitalization,
transfer  of  assets,  consolidation,  merger,  dissolution,  issue  or  sale of
securities  or any other voluntary action, avoid or seek to avoid the observance
or  performance of any of the terms to be observed or performed hereunder by the
Company  but  will  at all times in good faith assist in the carrying out of all
the  provisions of this Section 3 and in the taking of all such action as may be
necessary or appropriate in order to protect the Conversion Rights of the holder
of  the  Series  C  Stock  against  impairment.

         5.       Redemption.

                  (a)  On  or  after  February 14, 2003, the Company may, in its
sole  discretion,  with  5  days  notice,  redeem some or all of the outstanding
shares  of  Series  C  Stock at a "Redemption Price" equal to $12,000 per share.
The  Series  C  Shareholder may elect to convert their shares under Section 3(a)
above  by notifying the Company of their election prior to the expiration of the
five  day  notice  period.

                  (b)  To  redeem Series C Stock, the Company, at least five (5)
days prior to the date on which it desires to redeem such stock (the "Redemption
Date"),  shall  send  the  applicable  holder  of Series C Stock a notice of the
redemption,  provided,  however,  that failure to give such notice or any defect
therein  or  in  the  mailing  thereof  shall  not  affect  the  validity of the
proceedings  for  the  redemption  of  any shares of Series C Stock. Such notice
shall  state:  (i) the Redemption Date; (ii) the Redemption Price; and (iii) the
number  of  shares  of  Series  C  Stock  to  be  redeemed.

                  (c)  Upon  surrender,  in  accordance with said notice, of the
certificates  for  any  shares  so  redeemed  (properly endorsed or assigned for
transfer, if the Company shall so require), such shares shall be redeemed by the
Company  at  the Redemption Price. In case fewer than all the shares represented
by any such certificate are redeemed, a new certificate or certificates shall be
issued  representing  the  unredeemed shares without cost to the holder thereof.

                  (d)  All  shares  of  Series C Stock redeemed pursuant to this
Section  5  shall be restored to the status of authorized and unissued shares of
Series  C Stock, without designation as to series and may thereafter be reissued
as  shares of any series of preferred stock other than shares of Series C Stock.

         This  Restated Certificate of Designation has been executed and adopted
on  behalf  of  the  Company  as  of  June  17,  2004.

FORCE  PROTECTION,  INC.


By:/s/ Michael Watts
Name:  Michael  Watts
Title:  Chief  Executive  Officer